SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561
								September 28, 2005

By U.S. Mail and Facsimile to (604) 681-4692

Brian E. Bayley
Chief Executive Officer
Quest Capital Corp.
Suite 300
570 Granville Street
Vancouver, British Columbia
Canada, V6C 3P1

Re:	Quest Capital Corp.
	Form 20-F/A for Fiscal Year Ended December 31, 2004
      Filed July 5, 2005
	File No. 000-16778

Dear Mr. Bayley:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Financial Statements
General
1. Please amend your filing to include a statement of
shareholder`s
equity.  Please refer to Form 20-F General Instructions, Part III,
Item 17(a).

Note 4: Reorganization, page 5
2. Please tell us if there have been any adjustments made to the
purchase price allocation subsequent to June 30, 2003.
3. For each acquisition, please tell us the methodology used to
value
the consideration which did not have an active market, such as
warrants and shares of stock.

Note 10: Provision for asset retirement obligations, page 11
4. Please tell us the cause of the changes in the revisions to
estimated cash flows period to period.
5. Please tell us if any of your assets have been legally
restricted
for purposes of settling the asset retirement obligations.

Note 15: Related party transactions, page 21
6. Please tell us the nature of the advisory, management, and
finder`s fees.  In your response, please tell us the accounting
treatment applied to such fees, and refer us to the technical
literature you have considered.

Note 18: United States generally accepted accounting standards
General
7. Please revise your footnote to include a reconciliation of cash
flows under Canadian GAAP to a statement of cash flows under US
GAAP.
Refer to the Form 20-F General Instructions, Part III, Item
17(c)(iii).
8. We note on page 14 that you sold 100% of your interest in
Brewery
Creek subsequent to year end.  Please tell us how you have
considered
the need for discontinued operations accounting under US GAAP.
Refer
to the accounting guidance in SFAS 144.

(c) Fair value of conversion option, page 25

9. Please revise your US GAAP reconciliation to allocate the
change
in the fair value of the derivative to each appropriate period
presented for US GAAP.

(g) Development property expenditures, page 26
10. Please tell us how you have determined that the disposition of
ViceroyEx would have resulted in an additional gain of $1,006,000
under US GAAP.  In your response, please provide an analysis of
how
management determined the prior period write-off for US GAAP
purposes.
11. Please tell us the nature of the adjustment to in the
reconciliation to US GAAP in 2002 for the line item "Development
properties written down in the year or disposal of."

(i) Reconciliation to US GAAP, page 28
12. Please provide us a rollforward of the GAAP basis
shareholders`
equity accounts from 2002 to 2003 and from 2003 to 2004.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Margaret Fitzgerald at (202) 551-3556 or me
at
(202) 551-3490 if you have questions regarding comments on the
financial statements and related matters.

      Sincerely,

      Don Walker
Senior Assistant Chief Accountant

??

??

??

??

Brian E. Bayley
Quest Capital Corp.
September 28, 2005
Page 1

</TEXT>
</DOCUMENT>